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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2024
___________________

HF SINCLAIR CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware001-4132587-2092143
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer
Identification No.)
2828 N. Harwood St., Suite 1300DallasTX75201
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (214) 871-3555
Not applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock $0.01 par valueDINONYSE
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company        ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐
  


Item 5.07Submission of Matters to a Vote of Security Holders.
The HF Sinclair Corporation (“HF Sinclair”) 2024 Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 22, 2024. A total of 180,757,119 shares of HF Sinclair’s common stock were present in person or represented by proxy at the Annual Meeting, representing over 91% of HF Sinclair’s 197,154,353 shares of common stock outstanding and entitled to vote as of the March 25, 2024 record date. The matters submitted for a vote and the related results are set forth below. A more detailed description of each proposal is set forth in HF Sinclair’s proxy statement filed with the Securities and Exchange Commission on April 4, 2024 (the “Proxy Statement”).

•Proposal 1 (Election of Directors): The stockholders elected all eleven (11) director nominees to serve until HF Sinclair’s annual meeting of stockholders in 2025, or until their earlier resignation, removal or death.

NomineeForAgainstAbstainBroker Non-Votes
Anne-Marie N. Ainsworth162,316,0512,552,997262,20215,625,869
Anna C. Catalano160,398,3444,470,314262,59215,625,869
Leldon E. Echols159,377,7305,485,146268,37415,625,869
Manuel J. Fernandez162,640,2162,224,553266,48115,625,869
Timothy Go163,654,5901,355,020121,64015,625,869
Rhoman J. Hardy163,693,7071,173,645263,89815,625,869
Jeanne M. Johns163,925,998942,732262,52015,625,869
R. Craig Knocke159,334,6925,530,567265,99115,625,869
Robert J. Kostelnik141,924,88922,734,369471,99215,625,869
Ross B. Matthews162,940,6561,924,939265,65515,625,869
Franklin Myers157,755,4697,251,451124,33015,625,869

•Proposal 2 (Advisory Vote on the Compensation of HF Sinclair’s Named Executive Officers): The stockholders approved on an advisory basis the compensation of HF Sinclair’s named executive officers as disclosed in the Proxy Statement.

For
Against
Abstain
Broker Non-Votes
158,260,683
6,545,515
325,052
15,625,869

•Proposal 3 (Ratification of the Appointment of Ernst & Young LLP): The stockholders ratified the appointment of Ernst & Young LLP as HF Sinclair’s independent registered public accounting firm for the 2024 fiscal year.

For
Against
Abstain
172,955,705
7,485,958
315,456

•Proposal 4 (Amendment to HollyFrontier Corporation’s Certificate of Incorporation to remove the pass-through voting provision): The stockholders approved an amendment to the HollyFrontier Corporation Certificate of Incorporation to remove the pass-through voting provision.

For
Against
Abstain
Broker Non-Votes
164,159,349
687,604
284,297
15,625,869



•Proposal 5 (Stockholder Proposal Regarding Special Shareholder Meeting Improvement): The stockholders did not approve the stockholder proposal giving shareholders owning a combined 25% of HF Sinclair’s common stock the right to call a special shareholder meeting.

For
Against
Abstain
Broker Non-Votes
9,403,492
155,307,430
420,328
15,625,869








SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


HF SINCLAIR CORPORATION


By:    /s/ Atanas H. Atanasov                    
Name:    Atanas H. Atanasov
Title:    Executive Vice President and Chief Financial Officer


Date: May 22, 2024


v3.24.1.1.u2
Document and Entity Information Document
May 22, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date May 22, 2024
Entity Central Index Key 0001915657
Amendment Flag false
Entity Registrant Name HF SINCLAIR CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-41325
Entity Tax Identification Number 87-2092143
Entity Address, Address Line One 2828 N. Harwood St., Suite 1300
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75201
City Area Code 214
Local Phone Number 871-3555
Title of 12(b) Security Common Stock $0.01 par value
Trading Symbol DINO
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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